Independent
Tenure on this board
0.4 yrs
Also a director at
Wpp PLC (WPP)
9 nominees · 4 ballot items · contested.
Election of nine directors; advisory approval of named executive officer compensation (Say-on-Pay); advisory vote on frequency of future Say-on-Pay votes (one year recommended); and ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2026.
Elect nine directors to serve one-year terms expiring at the 2027 annual meeting.
Advisory (non-binding) vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
This management proposal asks stockholders to approve, on a non-binding advisory basis, the compensation of Avantor’s named executive officers as disclosed in the CD&A and accompanying tables and narratives. Management and the Board contend that the compensation program aligns pay with performance through a mix of variable short-term cash incentives and long-term equity awards, including performance stock units tied to adjusted EPS growth and relative TSR, as well as retention awards in 2025 tied to the CEO transition. The Board seeks approval to reaffirm its compensation philosophy and to signal stockholder support for the compensation framework used in 2025, noting an 87% approval in 2025 and ongoing stockholder engagement. The recommendation to vote FOR is based on the Board’s view that the program motivates executives to execute the Revival plan and aligns management interests with stockholders; the CD&A cites pay-for-performance elements, clawback policies, stock ownership guidelines, and changes such as the Executive Severance and Change in Control Plan. Key context includes CEO transition in 2025, one-time retention awards, a 20% negative discretion adjustment applied to 2025 payouts by the Compensation Committee, and significant shareholder engagement shaping plan design.
Advisory (non-binding) vote to determine whether future say-on-pay votes should occur every one, two, or three years; the Board recommends one year.
This management proposal asks stockholders to indicate, on a non-binding advisory basis, how often Avantor should hold future say-on-pay (advisory votes on executive compensation) votes, with options of one, two, or three years. The Board recommends an annual (one-year) frequency, arguing it aligns with stockholder interests by providing regular and direct feedback and reflects prevailing governance practice. The recommendation is contextualized by the company’s recent leadership changes and ongoing engagement with shareholders; an annual vote allows investors to more frequently express views on compensation alignments during periods of transition. While non-binding, the Board will consider investor feedback in its governance practices. The proposal is routine in practice and typically garners strong support for annual voting among public company investors.
Ratify Deloitte & Touche LLP as Avantor’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DODGE COX | 17.5% | 119,648,329 | $938M |
| 2 | BlackRock, Inc. | 5.1% | 35,111,028 | $275M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.6% | 31,275,847 | $245M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 30,606,112 | $240M |
| 5 | WELLINGTON MANAGEMENT GROUP LLP | 3.5% | 23,680,279 | $186M |
| 6 | GREENHAVEN ASSOCIATES INC | 3.3% | 22,593,838 | $177M |
| 7 | BARROW HANLEY MEWHINNEY STRAUSS LLC | 3.1% | 20,902,428 | $164M |
| 8 | STATE STREET CORP | 3.0% | 20,721,079 | $162M |
| 9 | Engine Capital Management, LPActivist | 2.9% | 19,780,830 | $155M |
| 10 | BlackRock, Inc. | 2.9% | 19,739,453 | $155M |
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